ASEBA Research Center for Children, Youth & Families, Inc. A Non-Profit Corporation 1 South Prospect Street, St Joseph’s Wing (Room #3207), Burlington, VT 05401 Telephone: (802)656-5130 / Fax: (802)656-5131 Email: mail@aseba.org / Website: http://www.aseba.org RESEARCH CENTER FOR CHILDREN, YOUTH & FAMILIES, INC. (RCCYF) LICENSE FOR WEB-BASED APPLICATIONS IMPORTANT NOTICE: THIS LICENSE AGREEMENT FOR USE OF RCCYF WEB-BASED APPLICATIONS (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND THE RESEARCH CENTER FOR CHILDREN, YOUTH, AND FAMILIES, INC. (“RCCYF”). PLEASE READ IT CAREFULLY BEFORE ACCESSING, INSTALLING OR USING RCCYF WEB-BASED APPLICATIONS. IT PROVIDES A LICENSE TO USE RCCYF WEB-BASED APPLICATIONS AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY ACCESSING, INSTALLING OR USING RCCYF WEB-BASED APPLICATIONSS, YOU ARE CONFIRMING YOUR ACCEPTANCE OF RCCYF WEBBASED APPLICATIONS AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, INSTALL OR USE RCCYF WEB-BASED APPLICATIONS AND NOTIFY THE RCCYF WITHIN 30 DAYS OF YOUR PURCHASE FOR A FULL REFUND LESS COST OF ANY E-UNITS USED. GRANT OF LICENSE. The RCCYF grants you, the licensee of RCCYF Web-based applications who must meet the user qualifications specified in the ASEBA Catalog (i.e., required graduate training in standardized assessment procedures, etc.), the right to use RCCYF Web-based applications to produce data files and print output for your internal business purposes. These permitted uses include web-based completion by your clients, printing forms from your account, scoring data, printing profiles and reports, storing data, and downloading data to your personal computer(s). You may not give away or sell any part of RCCYF Web-based applications. All rights not specifically granted to you in this Agreement are reserved by the RCCYF. DURATION OF LICENSE. The license is granted to you in this Agreement for one year from the date of your purchase of a RCCYF Web-based application, and each additional year that the subscription is renewed. USE OF E-UNITS. E-units are required for the use of RCCYF Web-based applications. E-units enable you to do any of the following: (1) Online completion or in-house data entry of the CBCL/1½-5, C-TRF/1½-5, CBCL/6-18, YSR, TRF, BPM, ASR, ABCL, OABCL, or OASR from any web-enabled personal computer; (2) Print paper forms for completion by clients; (3) Score and print profiles and narrative reports; (4) Download data in various formats including importing data to RCCYF PC-based applications. At the expiration of this license after the initial one-year term and all renewal terms, any unused E-units will be forfeited and you will not be entitled to any compensation for the unused E-units. If you renew your license, you will be permitted to use any previously purchased E-units during the renewal term. COPYRIGHT. RCCYF Web-based applications, including all documentation, printed materials, forms printed via RCCYF Web-based applications, associated media, and online and electronic documentation (hereinafter collectively “RCCYF Web-based applications”) are protected by United States copyright law and by international treaty provisions. Unauthorized copying is prohibited by law. Except for the uses of RCCYF Web-based applications specifically permitted by this Agreement or not protected by U.S. or international copyright law, you may not copy, reproduce, adapt, prepare derivative works, distribute, publish, publicly perform, or publicly display RCCYF Web-based applications in any way. DATA SECURITY. Covered by the HIPAA and HITECH addendum to this agreement. OTHER RESTRICTIONS AND CONDITIONS. You may not: (1) Recompile, reverse engineer, disassemble, or otherwise reduce RCCYF Web-based applications to a human-perceivable form; (2) Rent out, lease or sublicense RCCYF Web-based applications; or (3) Modify RCCYF Web-based applications or create derivative works based upon RCCYF Webbased applications. In the event that you fail to comply with this Agreement, the RCCYF may terminate the license granted in this Agreement. You further agree to adhere to the conditions set forth in the “User Qualifications” section of the ASEBA Catalog dealing with confidentiality of assessment results, labeling of individuals, etc. LIMITED WARRANTY. The RCCYF warrants that, for a period of thirty (30) days from the date of purchase, when used with the RCCYF recommended browsers, RCCYF Web-based applications will perform in conformance with the documentation supplied with them. 2 EXCLUSIVE REMEDY. Your sole and exclusive remedy under this Agreement is to notify the RCCYF with a description of the problem. The RCCYF will use reasonable commercial efforts to rectify the problem or refund to you your purchase price for RCCYF Web-based applications, at its option. The RCCYF shall have no responsibility if RCCYF Web-based applications have been altered in any way, or if the failure arises out of use of RCCYF Web-based applications with other than RCCYF recommended browsers. NO OTHER WARRANTY. EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, THE RCCYF AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, OR OTHERWISE INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT, TITLE OR QUIET ENJOYMENT. IF APPLICABLE LAW IMPLIES ANY WARRANTIES WITH RESPECT TO RCCYF WEBBASED APPLICATIONS, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE RCCYF, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. LIMITED LIABILITY. IN NO EVENT SHALL THE RCCYF OR ANY SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE) ARISING OUT OF YOUR USE OR INABILITY TO USE RCCYF WEB-BASED APPLICATIONS BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE RCCYF OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES IN THE UNITED STATES OF AMERICA DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND/OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. CONSENT TO JURISDICTION. You consent to the exclusive jurisdiction of the federal and state courts of the State of Vermont with respect to any dispute arising out of this Agreement. 3 BASIS OF BARGAIN. The Limited Warranty, Exclusive Remedy, Limited Liability, and Consent to Jurisdiction, set forth above are fundamental elements of the basis of the agreement between the RCCYF and you. The RCCYF would not be able to provide RCCYF Web-based applications on an economic basis without such limitations and conditions. GOVERNING LAW. This Agreement is governed by the laws of the State of Vermont. This agreement supersedes all previous software agreements. 4